exhibit44.htm


     

    
      

      

    

    

      


      


      
        	
                 

                 

                 

                 

                LIEN
      SUBORDINATION AND INTERCREDITOR AGREEMENT

                dated
      as of

                June
      9, 2008,

                among

                GENERAL
      ELECTRIC CAPITAL CORPORATION,

                as
      Collateral Agent,

                U.S.
      BANK NATIONAL ASSOCIATION,

                as
      Trustee and Noteholder Collateral Agent,

                PLY
      GEM INDUSTRIES, INC.

                PLY
      GEM HOLDINGS, INC.

                 

                and

                the
      Subsidiaries of Ply Gem Industries, Inc. listed on Schedule I
      hereto

                 

                 

                 

                 

              


      

      



      
        
           


        

        
           


          
            

          

        

        
           


        

      


      LIEN
SUBORDINATION AND INTERCREDITOR AGREEMENT dated as of June 9, 2008 among GENERAL
ELECTRIC CAPITAL CORPORATION, as collateral agent for the Revolving Facility
Secured Parties referred to herein, U.S. BANK NATIONAL ASSOCIATION, as trustee
under the Indenture referred to herein and as collateral agent for the
Noteholder Secured Parties referred to herein, PLY GEM INDUSTRIES, INC., PLY GEM
HOLDINGS, INC and the subsidiaries of Ply Gem Industries, Inc. listed on
Schedule I hereto.

       

      Reference
is made to (a) the Credit Agreement (such term and each other capitalized term
used and not otherwise defined herein having the meaning assigned to it in
Article I), under which the Revolving Facility Lenders have extended and agreed
to extend credit to the Borrowers, and (b) the Indenture governing the
Notes.  In consideration of the mutual agreements herein contained and
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the Collateral Agent (for itself and on behalf of the
Revolving Facility Secured Parties), the Trustee (for itself and on behalf of
the Noteholders), the Noteholder Collateral Agent (for itself and on behalf of
the Noteholder Secured Parties), the Company, Ply Gem Holdings Inc. (“Holdings”)
and the subsidiaries of the Company party hereto agree as follows:

       

      ARTICLE
I

       

      


       

      Definitions

       

      SECTION
1.01. Construction; Certain
Defined Terms.  (a)  The
definitions of terms herein shall apply equally to the singular and plural forms
of the terms defined.  Whenever the context may require, any pronoun
shall include the corresponding masculine, feminine and neuter
forms.  The words “include”, “includes” and “including” shall be
deemed to be followed by the phrase “without limitation”.  The word
“will” shall be construed to have the same meaning and effect as the word
“shall”.  Unless the context requires otherwise, (i) any definition of
or reference to any agreement, instrument, other document, statute or regulation
herein shall be construed as referring to such agreement, instrument, other
document, statute or regulation as from time to time amended, supplemented or
otherwise modified, (ii) any reference herein to any Person shall be construed
to include such Person’s successors and assigns, but shall not be deemed to
include the subsidiaries of such Person unless express reference is made to such
subsidiaries, (iii) the words “herein”, “hereof and “hereunder”, and words of
similar import, shall be construed to refer to this Agreement in its entirety
and not to any particular provision hereof, (iv) all references herein to
Articles, Sections and Annexes shall be construed to refer to Articles, Sections
and Annexes of this Agreement, (v) unless otherwise expressly qualified
herein, the words “asset” and “property” shall be construed to have the same
meaning and effect and to refer to any and all tangible and intangible assets
and properties, including cash, securities, accounts and contract rights and
(vi) the term “or” is not exclusive.

       


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      


       

      (b) As used
in this Agreement, the following terms have the meanings specified
below:

       

      “Administrative
Agent” means Credit Suisse, acting through one or more of its branches or
affiliates, in its capacity as Administrative Agent under the Credit Agreement,
and its successors in such capacity.

       

      “Asset Sale
Proceeds Account” means one or more deposit accounts or securities
accounts holding the proceeds of any sale or other disposition of any Noteholder
First Lien Collateral that are required to be held in such account or accounts
pursuant to the terms of the Indenture as in effect on the date hereof (or as
modified from time to time to the extent such modifications, taken as a whole,
are not materially adverse to the Revolving Facility Secured
Parties).

       

      “Bankruptcy
Code” means Title 11 of the United States Code.

       

      “Borrowers”
means the Company and the subsidiaries of the Company that are borrowers under
the Credit Agreement.

       

      “Capital
Stock” means (a) in the case of a corporation, corporate stock,
(b) in the case of an association or business entity, any and all shares,
interests, participations, rights or other equivalents (however designated) of
corporate stock, (c) in the case of a partnership or limited liability company,
partnership or membership interests (whether general or limited), and (d) any
other interest or participation that confers on a Person the right to receive a
share of the profits and losses of, or distributions of assets of, the issuing
Person.

       

      “Collateral”
means the Revolving Facility Collateral and the Noteholder
Collateral.

       

      “Collateral
Agent” means General Electric Capital Corporation, in its capacity as
Collateral Agent under the Revolving Facility Documents, and its successors in
such capacity.

       

      “Company”
means Ply Gem Industries, Inc., a Delaware corporation.

       

      “Credit
Agreement” means the Credit Agreement dated as of June 9, 2008,
among Holdings, the Borrowers named therein, the Revolving Facility Lenders, the
Administrative Agent and the Collateral Agent, as amended, extended, renewed,
restated, supplemented, waived, replaced, restructured, repaid, refunded,
refinanced or otherwise modified from time to time, in each case with the same
or different lenders and agents.

       

      “Discharge of
Senior Secured Obligations” shall mean the termination of all obligations
(except for contingent indemnities and cost and reimbursement obligations to the
extent no claim therefor has been made) with respect to all the applicable
Senior Secured Obligations Security Documents.

       


      
        
           


        

        
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      “Event of
Default” means an “Event of Default” under and as defined in the Credit
Agreement or the Indenture, as the context may require.

       

      “Grantor”
means Holdings, the Company and each subsidiary of the Company that shall have
granted any Lien in favor of the Collateral Agent or the Noteholder Collateral
Agent on any of its assets or properties to secure any of the
Obligations.

       

      “Indenture”
means the Indenture dated as of June 9, 2008, among the Company, the other
Grantors named therein and the Trustee, as amended, extended, renewed, restated,
supplemented, waived, replaced, restructured, repaid, refunded, refinanced or
otherwise modified from time to time, in each case with the same or different
Trustee.

       

      “Junior
Documents” means (a) in respect of the Noteholder First Lien Collateral,
the Revolving Facility Documents, and (b) in respect of the Revolving Facility
First Lien Collateral, the Noteholder Documents.

       

      “Junior
Liens” means (a) in respect of the Revolving Facility First Lien
Collateral, the Noteholder Liens on such Collateral, and (b) in respect of the
Noteholder First Lien Collateral, the Revolving Facility Liens on such
Collateral.

       

      “Junior
Representative” means (a) with respect to the Noteholder First Lien
Collateral, the Collateral Agent, and (b) with respect to the Revolving Facility
First Lien Collateral, the Noteholder Collateral Agent.

       

      “Junior Secured
Obligations” means (a) with respect to the Noteholder Obligations (to the
extent such Obligations are secured by the Noteholder First Lien Collateral),
the Revolving Facility Obligations, and (b) with respect to Revolving Facility
Obligations (to the extent such Obligations are secured by the Revolving
Facility First Lien Collateral), the Noteholder Obligations.

       

      “Junior Secured
Obligations Collateral” means the Collateral in respect of which the
Junior Representative (on behalf of itself and the Junior Secured Obligations
Secured Parties) holds a Junior Lien.

       

      “Junior Secured
Obligations Secured Parties” means (a) with respect to the Noteholder
First Lien Collateral, the Revolving Facility Secured Parties, and (b) with
respect to the Revolving Facility First Lien Collateral, the Noteholder Secured
Parties.

       

      “Junior Secured
Obligations Security Documents” means (a) with respect to the Revolving
Facility First Lien Collateral, the Noteholder Security Documents, and (b) with
respect to the Noteholder First Lien Collateral, the Revolving Facility Security
Documents.

       

      “Lien”
means, with respect to any asset, any mortgage, lien, pledge, charge, security
interest or encumbrance of any kind in respect of such asset, whether or not
filed, recorded or otherwise perfected under applicable law (including any
conditional

       


      
        
           


        

        
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       sale
or other title retention agreement, any lease in the nature thereof, any other
agreement to give a security interest therein and any filing of or agreement to
give any financing statement under the Uniform Commercial Code (or equivalent
statutes of any jurisdiction) with respect thereto; provided, however, that in no event
shall an operating lease be deemed to constitute a Lien.

       

      “New York
UCC” means the Uniform Commercial Code as from time to time in effect in
the State of New York.

       

      “Noteholder
Collateral” means all assets and properties subject to Liens created by
the Noteholder Security Documents to secure the Noteholder
Obligations.

       

      “Noteholder
Collateral Agent” means U.S. Bank National Association, in its capacity
as noteholder collateral agent under the Noteholder Security Documents, and its
successors in such capacity.

       

      “Noteholder
Documents” means the Indenture and the Noteholder Security
Documents.

       

      “Noteholder First
Lien Collateral” means any and all Noteholder Collateral other than the
Revolving Facility First Lien Collateral.

       

      “Noteholder
Liens” means Liens on the Noteholder Collateral created under the
Noteholder Security Documents to secure the Noteholder Obligations.

       

      “Noteholder
Mortgages” means the mortgages, deeds of trust, leasehold mortgages,
assignments of leases and rents, modifications and other security documents that
convey or evidence a Lien in favor of the Trustee or the Noteholder Collateral
Agent (in each case on behalf of the Noteholder Secured Parties) on fee or
leasehold interests in real property of a Grantor to secure Noteholder
Obligations, as amended, supplemented, restated, renewed, refunded, replaced,
restructured, repaid, refinanced or otherwise modified from time to
time.

       

      “Noteholder
Obligations” means all obligations under the Noteholder
Documents.

       

      “Noteholder
Secured Parties” means, at any time, the Trustee, the Noteholder
Collateral Agent, each Noteholder, the beneficiaries of each indemnification
obligation undertaken by any Grantor under any Noteholder Document and each
other holder of, or obligee in respect of, any Noteholder Obligations
outstanding at such time.

       

      “Noteholder
Security Agreement” means the Collateral Agreement dated as of June 9,
2008, among Holdings, the Company, the subsidiaries of the Company party thereto
and the Noteholder Collateral Agent, as amended, supplemented, restated,
renewed, refunded, replaced, restructured, repaid, refinanced or otherwise
modified from time to time.

       


      
        
           


        

        
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      “Noteholder
Security Documents” means the Noteholder Security Agreement, the
Noteholder Mortgages, the Intellectual Property Collateral Agreements (as
defined in the Noteholder Security Agreement) and any other documents now
existing or entered into after the date hereof that create Liens on any assets
or properties of any Grantor to secure any Noteholder Obligations.

       

      “Noteholders”
means the Holders under and as defined in the Indenture.

       

      “Notes”
means the 11.75% Senior Secured Notes due 2013 issued under the
Indenture.

       

      “Obligations”
means the Noteholder Obligations and the Revolving Facility
Obligations.

       

      “Person”
means any individual, sole proprietorship, partnership, limited liability
company, joint venture, joint-stock company, trust, unincorporated organization,
association, corporation, government or any agency or political subdivision
thereof or any other entity.

       

      “Representative”
means (a) in the case of any Noteholder Obligations, the Noteholder Collateral
Agent, and (b) in the case of any Revolving Facility Obligations, the Collateral
Agent.

       

      “Revolving
Facility Collateral” means all assets and properties subject to Liens
created by the Revolving Facility Security Documents to secure the Revolving
Facility Obligations.

       

      “Revolving
Facility Documents” means the Credit Agreement and the Revolving Facility
Security Documents.

       

      “Revolving
Facility First Lien Collateral” means any and all of the following
Revolving Facility Collateral now owned or at any time hereafter acquired by the
Company or any other Grantor or in which any such Person may have now or in the
future any right, title or interest:

       

      (a)  all
Accounts;

       

      (b)  all
Inventory;

       

      (c)  to
the extent evidencing, governing, securing or otherwise related to the items
referred to in the preceding clauses (a) and (b), all (i) General Intangibles,
(ii) Chattel Paper, (iii) Instruments and (iv) Documents;

       

      (d)  all
Payment Intangibles (including corporate tax refunds), other than any Payment
Intangibles that represent tax refunds in respect of or otherwise relate to real
property, Fixtures or Equipment;

       


      
        
           


        

        
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      (e)  all
collection accounts, deposit accounts, lock-boxes, securities accounts and
commodity accounts and any cash or other assets and all “Cash Equivalents” as
defined in the Credit Agreement on the date hereof (or as modified from time to
time to the extent such modifications, taken as a whole, are not materially
adverse to the Noteholder Secured Parties)) in any such accounts (other than (i)
identifiable cash proceeds in respect of real estate, Fixtures or Equipment and
(ii) amounts held in any Asset Sale Proceeds Account to the extent that such
amounts (A) do not exceed the amount of proceeds of the sale or other
disposition of any Noteholder First Lien Collateral that are deposited in such
Asset Sales Proceeds Account plus interest,
dividends, earnings and other proceeds thereof, and minus withdrawals
thereof that are applied as provided in the Indenture, and (B) are then required
to be held in such account under the terms of the Indenture as in effect on the
date hereof (or as modified from time to time to the extent such modifications,
taken as a whole, are not materially adverse to the Revolving Facility Secured
Parties));

       

      (f)  all
books and records related to the foregoing; and

       

      (g)  all
Proceeds and Supporting Obligations of any and all of the foregoing in whatever
form received, including proceeds of insurance policies related to Inventory of
any Grantor and business interruption insurance and all collateral security and
guarantees given by any other Person with respect to any of the foregoing; provided that Proceeds of
Revolving First Lien Collateral described in clause (e) above shall not
constitute Revolving First Lien Collateral unless such Proceeds are otherwise
described in any of the foregoing clauses (a) - (f).

       

      All
capitalized terms used in this definition and not defined elsewhere in this
Agreement have the meanings assigned to them in the New York UCC.

       

      “Revolving
Facility First Lien Collateral Transition Date” means the earlier of (a)
the date on which all the Revolving Facility Obligations shall have been paid in
full (other than indemnity payments not yet accrued under the Revolving Facility
Documents) and all commitments to extend credit under the Credit Agreement shall
have been terminated and (b) the date on which all Senior Liens on the Revolving
Facility First Lien Collateral shall have been released from the Liens created
under the Revolving Facility Documents.

       

      “Revolving
Facility Lenders” means the Lenders under and as defined in the Credit
Agreement.

       

      “Revolving
Facility Liens” means Liens on the Revolving Facility Collateral created
under Revolving Facility Security Documents to secure the Revolving Facility
Obligations.

       

      “Revolving
Facility Mortgages” means the mortgages, deeds of trust, leasehold
mortgages, assignments of leases and rents, modifications and other security
documents that convey or evidence a Lien in favor of the Collateral Agent (on
behalf of

       


      
        
           


        

        
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      the
Revolving Facility Secured Parties) on fee or leasehold interests in real
property of a Grantor to secure the Revolving Facility Obligations, as amended,
extended, renewed, restated, supplemented or otherwise modified from time to
time.

       

      “Revolving
Facility Obligations” means all “Obligations” (as such term is defined in
the Credit Agreement) under the Revolving Facility Documents, the Secured Hedge
Agreements and the Secured Cash Management Agreements (as such terms are defined
in the Credit Agreement).

       

      “Revolving
Facility Secured Parties” means, at any time, the Collateral Agent, the
Administrative Agent, each Revolving Facility Lender, each L/C Issuer (as
defined in the Credit Agreement), each counterparty under any Secured Hedge
Agreements and the Secured Cash Management Agreements, the beneficiaries of each
indemnification obligation undertaken by any Grantor under any Revolving
Facility Document and each other holder of, or obligee in respect of, any
Revolving Facility Obligations outstanding at such time.

       

      “Revolving
Facility Security Documents” means the Credit Agreement (insofar as the
same grants a Lien on Collateral), the U.S. Security Agreement (as defined in
the Credit Agreement), the Revolving Facility Mortgages, the U.S. Intellectual
Property Security Agreement (as defined in the Credit Agreement) and any other
documents now existing or entered into after the date hereof that create Liens
on any assets or properties of any Grantor or any of its subsidiaries to secure
any Revolving Facility Obligations.

       

      “Secured
Parties” means the Noteholder Secured Parties and the Revolving Facility
Secured Parties.

       

      “Security
Documents” means the Noteholder Security Documents and the Revolving
Facility Security Documents.

       

      “Senior
Documents” means (a) in respect of the Noteholder First Lien Collateral,
the Noteholder Documents, and (b) in respect of the Revolving Facility First
Lien Collateral, the Revolving Facility Documents.

       

      “Senior
Liens” means (a) in respect of the Revolving Facility First Lien
Collateral, the Revolving Facility Liens on such Collateral, and (b) in respect
of the Noteholder First Lien Collateral, the Noteholder Liens on such
Collateral.

       

      “Senior
Representative” means (a) with respect to the Noteholder First Lien
Collateral, the Noteholder Collateral Agent, and (b) with respect to the
Revolving Facility First Lien Collateral, the Collateral Agent.

       

      “Senior Secured
Obligations” means (a) with respect to the Revolving Facility Obligations
(to the extent such Obligations are secured by the Noteholder First Lien
Collateral), the Noteholder Obligations, and (b) with respect to Noteholder
Obligations (to the extent such Obligations are secured by the Revolving
Facility First Lien Collateral), the Revolving Facility
Obligations.

       


      
        
           


        

        
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      “Senior Secured
Obligations Collateral” means the Collateral in respect of which the
Senior Representative (on behalf of itself and the applicable Senior Secured
Obligations Secured Parties) holds a Senior Lien.

       

      “Senior Secured
Obligations Secured Parties” means (a) with respect to the Noteholder
First Lien Collateral, the Noteholder Secured Parties, and (b) with respect to
the Revolving Facility First Lien Collateral, the Revolving Facility Secured
Parties.

       

      “Senior Secured
Obligations Security Documents” means (a) with respect to the Revolving
Facility First Lien Collateral, the Revolving Facility Security Documents, and
(b) with respect to the Noteholder First Lien Collateral, the Noteholder
Security Documents.

       

      “subsidiary”
means, with respect to any Person, (a) any corporation, association or other
business entity (other than a partnership, joint venture or limited liability
company) of which more than 50% of the total voting power of the Capital Stock
entitled (without regard to the occurrence of any contingency) to vote in the
election of directors, managers or trustees thereof is at the time of
determination owned or controlled, directly or indirectly, by such Person or one
or more of the other subsidiaries of that Person or a combination thereof, and
(b) any partnership, joint venture or limited liability company of which (i)
more than 50% of the capital accounts, distribution rights, total equity and
voting interests or general and limited partnership interests, as applicable,
are owned or controlled, directly or indirectly, by such Person or one or more
of the other subsidiaries of that Person or a combination thereof, whether in
the form of membership, general, special or limited partnership interests or
otherwise, and (ii) such Person or any subsidiary of such person is a
controlling general partner or otherwise controls such entity.

       

      “TIA” means
the Trust Indenture Act of 1939 (15 U.S.C.  Section 77aaa-77bbbb) as
in effect on the date hereof.

       

      “Trustee”
means U.S. Bank National Association, in its capacity as trustee under the
Indenture, and its successors in such capacity.

       

      ARTICLE
II

       

      


       

      Subordination of Junior
Liens; Certain Agreements

       

      SECTION
2.01. Subordination of Junior
Liens.  (a)  All
Junior Liens in respect of any Collateral are expressly subordinated and made
junior in right, priority, operation and effect to any and all Senior Liens in
respect of such Collateral, notwithstanding anything contained in this
Agreement, the Noteholder Documents, the Revolving Facility Documents or any
other agreement or instrument to the contrary, and irrespective of the time,
order or method of creation, attachment or perfection of such Junior Liens and
Senior Liens or any failure, defect or deficiency or alleged failure, defect or
deficiency in any of the foregoing.

       


      
        
           


        

        
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      (b) It is
acknowledged that (i) the aggregate amount of the Senior Secured Obligations
may, subject to the limitations set forth in the Credit Agreement and the
Indenture, be increased from time to time, (ii) a portion of the Senior Secured
Obligations consists or may consist of Indebtedness that is revolving in nature,
and the amount thereof that may be outstanding at any time or from time to time
may be increased or reduced and subsequently reborrowed, and (iii) the Senior
Secured Obligations may be increased, extended, renewed, replaced, restated,
supplemented, restructured, repaid, refunded, refinanced or otherwise amended or
modified from time to time, all without affecting the subordination of the
Junior Liens hereunder or the provisions of this Agreement defining the relative
rights of the Revolving Facility Secured Parties and the Noteholder Secured
Parties.  The lien priorities provided for herein shall not be altered
or otherwise affected by any amendment, modification, supplement, extension,
increase, replacement, renewal, restatement or refinancing of either the Junior
Secured Obligations (or any part thereof) or the Senior Secured Obligations (or
any part thereof), by the release of any Collateral or of any guarantees for any
Senior Secured Obligations or by any action that any Representative or Secured
Party may take or fail to take in respect of any Collateral.

       

      SECTION
2.02. No Action With Respect to
Junior Secured Obligations Collateral Subject to Senior Liens.  No
Junior Representative or other Junior Secured Obligations Secured Party shall
commence or instruct any Junior Representative to commence any judicial or
nonjudicial foreclosure proceedings with respect to, seek to have a trustee,
receiver, liquidator or similar official appointed for or over, attempt any
action to take possession of, exercise any right, remedy or power with respect
to, or otherwise take any action to enforce its interest in or realize upon, or
take any other action available to it in respect of, any Junior Secured
Obligations Collateral under any Junior Secured Obligations Security Document,
applicable law or otherwise, at any time when such Junior Secured Obligations
Collateral shall be subject to any Senior Lien and any Senior Secured
Obligations secured by such Senior Lien shall remain outstanding or any
commitment to extend credit that would constitute Senior Secured Obligations
secured by such Senior Lien shall remain in effect, it being agreed that only
the Senior Representative, acting in accordance with the applicable Senior
Secured Obligations Security Documents, shall be entitled to take any such
actions or exercise any such remedies.  Notwithstanding the foregoing,
any Junior Representative may, subject to Section 2.05, take all such actions as
it shall deem necessary to perfect or continue the perfection of its Junior
Liens.

       

      SECTION
2.03. No Duties of Senior
Representative.  Each
Junior Secured Obligations Secured Party acknowledges and agrees that neither
the Senior Representative nor any other Senior Secured Obligations Secured Party
shall have any duties or other obligations to such Junior Secured Obligations
Secured Party with respect to any Senior Secured Obligations Collateral, other
than to transfer to the Junior Representative any proceeds of any such
Collateral that constitutes Junior Secured Obligations Collateral remaining in
its possession following any sale, transfer or other disposition of such
Collateral (in each case, unless the Junior Liens on all such Junior Secured
Obligations Collateral are terminated and released prior to or concurrently with
such sale, transfer, disposition, payment or satisfaction), the payment and
satisfaction in

       


      
        
           


        

        
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      full of
the Senior Secured Obligations secured thereby and the termination of any
commitment to extend credit that would constitute Senior Secured Obligations
secured thereby, or, if the Senior Representative shall be in possession of all
or any part of such Collateral after such payment and satisfaction in full and
termination, such Collateral or any part thereof remaining, in each case without
representation or warranty on the part of the Senior Representative or any
Senior Secured Obligations Secured Party.  In furtherance of the
foregoing, each Junior Secured Obligations Secured Party acknowledges and agrees
that until the Senior Secured Obligations secured by any Collateral in respect
of which such Junior Secured Obligations Secured Party holds a Junior Lien shall
have been paid and satisfied in full and any commitment to extend credit that
would constitute Senior Secured Obligations secured thereby shall have been
terminated, the Senior Representative shall be entitled, for the benefit of the
holders of such Senior Secured Obligations, to sell, transfer or otherwise
dispose of or deal with such Collateral as provided herein and in the Senior
Secured Obligations Security Documents without regard to any Junior Lien or any
rights to which the holders of the Junior Secured Obligations would otherwise be
entitled as a result of such Junior Lien.  Without limiting the
foregoing, each Junior Secured Obligations Secured Party agrees that neither the
Senior Representative nor any other Senior Secured Obligations Secured Party
shall have any duty or obligation first to marshal or realize upon any type of
Senior Secured Obligations Collateral (or any other collateral securing the
Senior Secured Obligations), or to sell, dispose of or otherwise liquidate all
or any portion of such Collateral (or any other collateral securing the Senior
Secured Obligations), in any manner that would maximize the return to the Junior
Secured Obligations Secured Parties, notwithstanding that the order and timing
of any such realization, sale, disposition or liquidation may affect the amount
of proceeds actually received by the Junior Secured Obligations Secured Parties
from such realization, sale, disposition or liquidation.  Each of the
Junior Secured Obligations Secured Parties waives any claim such Junior Secured
Obligations Secured Party may now or hereafter have against the Senior
Representative or any other Senior Secured Obligations Secured Party (or their
representatives) arising out of (i) any actions which the Senior Representative
or the Senior Secured Obligations Secured Parties take or omit to take
(including, actions with respect to the creation, perfection or continuation of
Liens on any Collateral, actions with respect to the foreclosure upon, sale,
release or depreciation of, or failure to realize upon, any of the Collateral
and actions with respect to the collection of any claim for all or any part of
the Senior Secured Obligations from any account debtor, guarantor or any other
party) in accordance with the Senior Secured Obligations Security Documents or
any other agreement related thereto or to the collection of the Senior Secured
Obligations or the valuation, use, protection or release of any security for the
Senior Secured Obligations, (ii) any election by the Senior Representative or
any Senior Secured Obligations Secured Parties, in any proceeding instituted
under the Bankruptcy Code, of the application of Section 1111(b) of the
Bankruptcy Code or (iii) subject to Section 2.06, any borrowing by, or grant of
a security interest or administrative expense priority under Section 364 of the
Bankruptcy Code by, Holdings, the Company or any of its subsidiaries, as
debtor-in-possession.

       

      SECTION
2.04. No Interference; Payment
Over; Reinstatement.  (a)  Each
Junior Secured Obligations Secured Party agrees that (i) it will not take or
cause to

       


      
        
           


        

        
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       be
taken any action the purpose or effect of which is, or could be, to make any
Junior Lien pari
passu with, or to give such Junior Secured Obligations Secured Party any
preference or priority relative to, any Senior Lien with respect to the
Collateral subject to such Senior Lien and Junior Lien or any part thereof, (ii)
it will not challenge or question in any proceeding the validity or
enforceability of any Senior Secured Obligations or Senior Secured Obligations
Security Document, or the validity, attachment, perfection or priority of any
Senior Lien, or the validity or enforceability of the priorities, rights or
duties established by or other provisions of this Agreement, (iii) it will not
take or cause to be taken any action the purpose or intent of which is, or could
be, to interfere, hinder or delay, in any manner, whether by judicial
proceedings or otherwise, any sale, transfer or other disposition of the
Collateral subject to any Junior Lien by any Senior Secured Obligations Secured
Parties secured by Senior Liens on such Collateral or any Senior Representative
acting on their behalf, (iv) it shall have no right to (A) direct any Senior
Representative or any holder of Senior Secured Obligations to exercise any
right, remedy or power with respect to the Collateral subject to any Junior Lien
or (B) consent to the exercise by any Senior Representative or any other Senior
Secured Obligations Secured Party of any right, remedy or power with respect to
the Collateral subject to any Junior Lien, (v) it will not institute any suit or
assert in any suit, bankruptcy, insolvency or other proceeding any claim against
any Senior Representative or other Senior Secured Obligations Secured Party
seeking damages from or other relief by way of specific performance,
instructions or otherwise with respect to, and neither any Senior Representative
nor any other Senior Secured Obligations Secured Party shall be liable for, any
action taken or omitted to be taken by such Senior Representative or other
Senior Secured Obligations Secured Party with respect to any Collateral securing
such Senior Secured Obligations that is subject to any Junior Lien, (vi) it will
not seek, and hereby waives any right, to have any Senior Secured Obligations
Collateral subject to any Junior Lien or any part thereof marshaled upon any
foreclosure or other disposition of such Collateral and (vii) it will not
attempt, directly or indirectly, whether by judicial proceedings or otherwise,
to challenge the enforceability of any provision of this Agreement.

       

      (b) The
Junior Representative and each other Junior Secured Obligations Secured Party
hereby agrees that if it shall obtain possession of any Senior Secured
Obligations Collateral or shall realize any proceeds or payment in respect of
any such Collateral, pursuant to any Junior Secured Obligations Security
Document or by the exercise of any rights available to it under applicable law
or in any bankruptcy, insolvency or similar proceeding or through any other
exercise of remedies, at any time when any Senior Secured Obligations secured or
intended to be secured by such Collateral shall remain outstanding or any
commitment to extend credit that would constitute Senior Secured Obligations
secured or intended to be secured by such Senior Lien shall remain in effect,
then it shall hold such Collateral, proceeds or payment in trust for the Senior
Secured Obligations Secured Parties and transfer such Collateral, proceeds or
payment, as the case may be, to the Senior Representative reasonably promptly
after obtaining actual knowledge or notice from the Senior Secured Obligations
Secured Parties that it has possession of such Senior Secured Obligations
Collateral or proceeds or payments in respect thereof.  Each Junior
Secured Obligations Secured Party agrees that if, at any time, it receives
notice or obtains actual knowledge that all or part of any

       


      
        
           


        

        
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      payment
with respect to any Senior Secured Obligations previously made shall be
rescinded for any reason whatsoever, such Junior Secured Obligations Secured
Party shall promptly pay over to the Senior Representative any payment received
by it and then in its possession or under its control in respect of any
Collateral subject to any Senior Lien securing such Senior Secured Obligations
and shall promptly turn any Collateral subject to any such Senior Lien then held
by it over to the Senior Representative, and the provisions set forth in this
Agreement shall be reinstated as if such payment had not been made, until the
payment and satisfaction in full of the Senior Secured
Obligations.  Anything contained herein to the contrary
notwithstanding, this Section 2.04(b) shall not apply to any proceeds of Senior
Secured Obligations Collateral realized in a transaction not prohibited by the
Senior Documents and as to which the possession or receipt thereof by the Junior
Representative or other Junior Secured Obligations Secured Party is otherwise
permitted by the Senior Documents.

       

      SECTION
2.05. Automatic Release of Junior
Liens.  (a)  The
Junior Representative and each other Junior Secured Obligations Secured Party
agree that (i) in the event the Senior Secured Obligations Secured Parties
release their Lien on any Senior Secured Obligations Collateral subject to any
Junior Lien (other than a release (x) in connection with a sale, transfer or
other disposition of Senior Secured Obligations Collateral, which shall be
governed by clause (a)(ii) below or (y) granted following the Discharge of
Senior Secured Obligations), such Junior Lien on such Collateral shall terminate
and be released automatically and without further action unless, at the time of
such release by the Senior Secured Obligations Secured Parties, an Event of
Default shall then have occurred and be continuing under the Junior Documents
(provided that any
Junior Lien that would have otherwise been released and terminated pursuant to
this clause (a)(i) in the absence of such an Event of Default under the Junior
Documents shall terminate and be released automatically and without further
action when such Event of Default (and all other Events of Default under the
Junior Documents) cease to exist); and (ii) in the event of a sale, transfer or
other disposition of Senior Secured Obligations Collateral subject to any Junior
Lien (regardless of whether or not an Event of Default has occurred and is
continuing under the Junior Documents at the time of such sale, transfer or
other disposition), such Junior Lien on such Collateral shall terminate and be
released automatically and without further action if the applicable Senior Liens
on such Collateral are released other than any such release granted following
the Discharge of Senior Secured Obligations and if such sale, transfer or other
disposition either (A) is then not prohibited by the Junior Documents or (B)
occurs in connection with the foreclosure upon or other exercise of rights and
remedies with respect to such Senior Secured Obligations Collateral; provided that such Junior
Lien shall remain in place with respect to any proceeds of a sale, transfer or
other disposition under this clause (a)(ii) that remain after the satisfaction
in full of the Senior Secured Obligations.    In addition,
for the avoidance of doubt, the Junior Representative and each Junior Secured
Obligations Secured Party agree that, with respect to any property or assets
that would otherwise constitute Senior Secured Obligations Collateral, the
requirement that a Junior Lien attach to, or be perfected with respect to, such
property or assets shall be waived automatically and without further action so
long as the requirement that a Senior Lien attach to, or be perfected with
respect to, such property or assets is waived by the Senior Secured Obligations
Secured Parties (or the Senior Representative) in accordance with

       


      
        
           


        

        
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      the
Senior Documents and so long as no Event of Default under the Junior Documents
shall have occurred, be continuing or would result therefrom at such
time.

       

      (b) The
Junior Representative agrees to execute and deliver (at the sole cost and
expense of the Grantors) all such releases and other instruments as shall
reasonably be requested by the Senior Representative to evidence and confirm any
release of Junior Secured Obligations Collateral provided for in this
Section.

       

      SECTION
2.06. Certain Agreements With
Respect to Bankruptcy or Insolvency Proceedings.  (a)  This
Agreement shall continue in full force and effect notwithstanding the
commencement of any proceeding under the Bankruptcy Code or any other Federal,
state or foreign bankruptcy, insolvency, receivership or similar law by or
against Holdings, the Company or any of its subsidiaries.

       

      (b) If
Holdings, the Company or any of its subsidiaries shall become subject to a case
under the U.S. Bankruptcy Code and shall, as debtor(s)-in-possession, move for
approval of financing (“DIP
Financing”) to be provided by one or more lenders (the “DIP
Lenders”) under Section 364 of the U.S. Bankruptcy Code or the use of
cash collateral under Section 363 of the U.S. Bankruptcy Code, each Junior
Secured Obligations Secured Party agrees that it will raise no objection to any
such financing or to the Liens on the Senior Secured Obligations Collateral
securing the same (“DIP Financing
Liens”) or to any use of cash collateral that constitutes Senior Secured
Obligations Collateral, unless the Senior Secured Obligations Secured Parties,
or a representative authorized by the Senior Secured Obligations Secured
Parties, shall then oppose or object to such DIP Financing or such DIP Financing
Liens or use of cash collateral (and, to the extent that such DIP Financing
Liens are senior to, or rank pari passu with, the Senior
Liens, the Junior Representative will, for itself and on behalf of the other
Junior Secured Obligations Secured Parties, subordinate the Junior Liens on the
Senior Secured Obligations Collateral to the Senior Liens and the DIP Financing
Liens), so long as the Junior Secured Obligations Secured Parties retain Liens
on all the Junior Secured Obligations Collateral, including proceeds thereof
arising after the commencement of such proceeding, with the same priority as
existed prior to the commencement of the case under the U.S. Bankruptcy
Code.

       

      (c) Each
Junior Secured Obligations Secured Party agrees that it will not object to or
oppose a sale or other disposition of any Senior Secured Obligations Collateral
(or any portion thereof) under Section 363 of the Bankruptcy Code or any other
provision of the Bankruptcy Code if the Senior Secured Obligations Secured
Parties shall have consented to such sale or disposition of such Senior Secured
Obligations Collateral.

       

      SECTION
2.07. Reinstatement.  In
the event that any of the Senior Secured Obligations shall be paid in full and
such payment or any part thereof shall subsequently, for whatever reason
(including an order or judgment for disgorgement of a preference under Title 11
of the U.S. Bankruptcy Code, or any similar law, or the settlement of any claim
in respect thereof), be required to be returned or repaid, the
terms

       


      
        
           


        

        
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      and
conditions of this Article II shall be fully applicable thereto until all such
Senior Secured Obligations shall again have been paid in full in
cash.

       

      SECTION
2.08. Entry Upon Premises by the
Collateral Agent and the Revolving Facility Lenders.  (a)  If
the Collateral Agent takes any enforcement action with respect to the Revolving
Facility First Lien Collateral, the Noteholder Secured Parties (i) shall
cooperate with the Collateral Agent (at the sole cost and expense of the
Collateral Agent and subject to the condition that the Noteholder Secured
Parties shall have no obligation or duty to take any action or refrain from
taking any action that could reasonably be expected to result in the incurrence
of any liability or damage to the Noteholder Secured Parties) in its efforts to
enforce its security interest in the Revolving Facility First Lien Collateral
and to finish any work-in-process and assemble the Revolving Facility First Lien
Collateral, (ii) shall not take any action designed or intended to hinder or
restrict in any respect the Collateral Agent from enforcing its security
interest in the Revolving Facility First Lien Collateral or from finishing any
work-in-process or assembling the Revolving Facility First Lien Collateral, and
(iii) subject to the rights of any landlords under real estate leases, shall
permit the Collateral Agent, its employees, agents, advisers and
representatives, at the sole cost and expense of the Revolving Facility Secured
Parties and upon reasonable advance notice, to enter upon and use the Noteholder
First Lien Collateral (including (A) equipment, processors, computers and other
machinery related to the storage or processing of records, documents or files
and (B) intellectual property), for a period not to exceed 180 days after the
taking of such enforcement action, for purposes of (1) assembling and storing
the Revolving Facility First Lien Collateral and completing the processing of
and turning into finished goods of any Revolving Facility First Lien Collateral
consisting of work-in-process, (2) selling any or all of the Revolving Facility
First Lien Collateral located on such Noteholder First Lien Collateral, whether
in bulk, in lots or to customers in the ordinary course of business or
otherwise, (3) removing any or all of the Revolving Facility First Lien
Collateral located on such Noteholder First Lien Collateral, or (4) taking
reasonable actions to protect, secure and otherwise enforce the rights of the
Revolving Facility Secured Parties in and to the Revolving Facility First Lien
Collateral; provided,
however, that nothing
contained in this Agreement shall restrict the rights of the Trustee or the
Noteholder Collateral Agent from selling, assigning or otherwise transferring
any Noteholder First Lien Collateral prior to the expiration of such 180-day
period if the purchaser, assignee or transferee thereof agrees to be bound by
the provisions of this Section.  If any stay or other order
prohibiting the exercise of remedies with respect to the Revolving Facility
First Lien Collateral has been entered by a court of competent jurisdiction,
such 180-day period shall be tolled during the pendency of any such stay or
other order.  If the Collateral Agent conducts a public auction or
private sale of the Revolving Facility First Lien Collateral at any of the real
property included within the Noteholder First Lien Collateral, the Collateral
Agent shall provide the Noteholder Collateral Agent with reasonable notice and
use reasonable efforts to hold such auction or sale in a manner which would not
unduly disrupt the Noteholder Collateral Agent’s use of such real
property.

       

      (b) During
the period of actual occupation, use and/or control by the Revolving Facility
Secured Parties or their agents or representatives of any
Noteholder

       


      
        
           


        

        
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      First
Lien Collateral, the Revolving Facility Secured Parties shall (i) be responsible
for the ordinary course third-party expenses related thereto, including costs
with respect to heat, light, electricity, water and real property taxes with
respect to that portion of any premises so used or occupied, and (ii) be
obligated to repair at their expense any physical damage to such Noteholder
First Lien Collateral or other assets or property resulting from such occupancy,
use or control, and to leave such Noteholder First Lien Collateral or other
assets or property in substantially the same condition as it was at the
commencement of such occupancy, use or control, ordinary wear and tear
excepted.  The Revolving Facility Secured Parties jointly and
severally agree to pay, indemnify and hold the Trustee and the Noteholder
Collateral Agent and their respective officers, directors, employees and agents
harmless from and against any liability, cost, expense, loss or damages,
including legal fees and expenses, resulting from the gross negligence or
willful misconduct of the Collateral Agent or any of its agents, representatives
or invitees in its or their operation of such facilities.  In the
event, and only in the event, that in connection with its use of some or all of
the premises constituting Noteholder First Lien Collateral, the Collateral Agent
requires the services of any employees of the Company or any of its
subsidiaries, the Collateral Agent shall pay directly to any such employees the
appropriate, allocated wages of such employees, if any, during the time periods
that the Collateral Agent requires their services.  Notwithstanding
the foregoing, in no event shall the Revolving Facility Secured Parties have any
liability to the Noteholder Secured Parties pursuant to this Section as a result
of any condition (including any environmental condition, claim or liability) on
or with respect to the Noteholder First Lien Collateral existing prior to the
date of the exercise by the Revolving Facility Secured Parties of their rights
under this Section and the Revolving Facility Secured Parties shall have no duty
or liability to maintain the Noteholder First Lien Collateral in a condition or
manner better than that in which it was maintained prior to the use thereof by
the Revolving Facility Secured Parties, or for any diminution in the value of
the Noteholder First Lien Collateral that results solely from ordinary wear and
tear resulting from the use of the Noteholder First Lien Collateral by the
Revolving Facility Secured Parties in the manner and for the time periods
specified under this Section 2.08.  Without limiting the rights
granted in this paragraph, the Collateral Agent, to the extent that rights have
been exercised under this Section 2.08 by the Collateral Agent, shall cooperate
with the Noteholder Secured Parties in connection with any efforts made by the
Noteholder Secured Parties to sell the Noteholder First Lien
Collateral.

       

      SECTION
2.09. Insurance.  Unless
and until written notice by the Collateral Agent to the Trustee that the
Revolving Facility Obligations have been paid in full and all commitments to
extend credit under the Credit Agreement shall have been terminated, as between
the Collateral Agent, on the one hand, and the Trustee and Noteholder Collateral
Agent, as the case may be, on the other hand, only the Collateral Agent will
have the right (subject to the rights of the Grantors under the Revolving
Facility Documents and the Noteholder Documents) to adjust or settle any
insurance policy or claim covering or constituting Revolving Facility First Lien
Collateral in the event of any loss thereunder and to approve any award granted
in any condemnation or similar proceeding affecting the Revolving Facility First
Lien Collateral.  Unless and until written notice by the Trustee to
the Collateral Agent that the Noteholder Obligations have been paid in full, as
between the Collateral Agent, on the one hand, and the Trustee

       


      
        
           


        

        
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      and the
Noteholder Collateral Agent, as the case may be, on the other hand, only the
Noteholder Collateral Agent will have the right (subject to the rights of the
Grantors under the Revolving Facility Documents and the Noteholder Documents) to
adjust or settle any insurance policy covering or constituting Noteholder First
Lien Collateral in the event of any loss thereunder and to approve any award
granted in any condemnation or similar proceeding solely affecting the
Noteholder First Lien Collateral.  To the extent that an insured loss
covers or constitutes both Revolving Facility First Lien Collateral and
Noteholder First Lien Collateral, then the Collateral Agent and the Noteholder
Collateral Agent will work jointly and in good faith to collect, adjust or
settle (subject to the rights of the Grantors under the Revolving Facility
Documents and the Noteholder Documents) under the relevant insurance
policy.

       

      SECTION
2.10. Refinancings.  The
Revolving Facility Obligations and the Noteholder Obligations may be refinanced
or replaced, in whole or in part, in each case, without notice to, or the
consent (except to the extent a consent is otherwise required to permit the
refinancing transaction under any Revolving Facility Document or any Noteholder
Document) of any Revolving Facility Secured Party or any Noteholder Secured
Party, all without affecting the Lien priorities provided for herein or the
other provisions hereof; provided, however, that the holders of
any such refinancing or replacement indebtedness (or an authorized agent or
trustee on their behalf) bind themselves in writing to the terms of this
Agreement pursuant to such documents or agreements (including amendments or
supplements to this Agreement) as the Collateral Agent or the Noteholder
Collateral Agent, as the case may be, shall reasonably request and in form and
substance reasonably acceptable to the Collateral Agent or the Noteholder
Collateral Agent, as the case may be.  In connection with any
refinancing or replacement contemplated by this Section 2.10, this Agreement may
be amended at the request and sole expense of the Company, and without the
consent of either Representative, (a) to add parties (or any authorized agent or
trustee therefor) providing any such refinancing or replacement indebtedness,
(b) to establish that Liens on any Noteholder First Lien Collateral securing
such refinancing or replacement indebtedness shall have the same priority as the
Liens on any Noteholder First Lien Collateral securing the indebtedness being
refinanced or replaced, and (c) to establish that the Liens on any Revolving
Facility First Lien Collateral securing such refinancing or replacement
indebtedness shall have the same priority as the Liens on any Revolving Facility
First Lien Collateral securing the indebtedness being refinanced or replaced,
all on the terms provided for herein immediately prior to such refinancing or
replacement.

       

      SECTION
2.11. Amendments to Security
Documents.  (a)  Without
the prior written consent of the Senior Representative, no Junior Secured
Obligations Security Document may be amended, supplemented or otherwise modified
or entered into to the extent such amendment, supplement or modification, or the
terms of any new Junior Secured Obligations Security Document, would be
prohibited by, or would require any Grantor to act or refrain from acting in a
manner that would violate, any of the terms of this Agreement.

       

      (b) In the
event that the Senior Secured Obligations Secured Parties or the Senior
Representative enters into any amendment, waiver or consent in respect of any
of

       


      
        
           


        

        
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      the
Senior Secured Obligations Security Documents for the purpose of adding to, or
deleting from, or waiving or consenting to any departures from any provisions
of, any Senior Secured Obligations Security Document or changing in any manner
the rights of the Senior Representative, the Senior Secured Obligations Secured
Parties, the Company or any other Grantor thereunder (including the release of
any Liens in Senior Secured Obligations Collateral permitted by Section 2.05),
then such amendment, waiver or consent shall apply automatically to any
comparable provision of the comparable Junior Secured Obligations Security
Document without the consent of the Junior Representative or any Junior Secured
Obligations Secured Party and without any action by the Junior Representative,
the Company or any other Grantor; provided, however, that written notice
of such amendment, waiver or consent shall have been given to the Junior
Representative.

       

      SECTION
2.12. Legends.  The
Collateral Agent acknowledges with respect to the Credit Agreement and the
Revolving Facility Security Documents, and the Trustee and the Noteholder
Collateral Agent acknowledge with respect to the Indenture and the Noteholder
Security Documents, that the Credit Agreement, the Indenture and each Security
Document will contain the appropriate legend set forth on Annex I.

       

      ARTICLE
III

       

      


       

      Gratuitous Bailment for
Perfection of Certain Security Interests; Rights

       

      Under Permits and
Licenses

       

      SECTION
3.01. General.  The
Senior Representative agrees that if it shall at any time hold a Senior Lien on
any Junior Secured Obligations Collateral that can be perfected by the
possession or control of such Collateral or of any account in which such
Collateral is held, and if such Collateral or any such account is in fact in the
possession or under the control of the Senior Representative, the Senior
Representative will serve as gratuitous bailee for the Junior Representative for
the sole purpose of perfecting the Junior Lien of the Junior Representative on
such Collateral.  It is agreed that the obligations of the Senior
Representative and the rights of the Junior Representative and the other Junior
Secured Obligations Secured Parties in connection with any such bailment
arrangement will be in all respects subject to the provisions of Article
II.  Notwithstanding anything to the contrary herein, the Senior
Representative will be deemed to make no representation as to the adequacy of
the steps taken by it to perfect the Junior Lien on any such Collateral and
shall have no responsibility, duty, obligation or liability to the Junior
Representative or other Junior Secured Obligations Secured Party or any other
person for such perfection or failure to perfect, it being understood that the
sole purpose of this Article is to enable the Junior Secured Obligations Secured
Parties to obtain a perfected Junior Lien in such Collateral to the extent, if
any, that such perfection results from the possession or control of such
Collateral or any such account by the Senior Representative.  Subject
to Section 2.07, at such time as the Senior Secured Obligations secured by the
Senior Lien of the Senior Representative shall have been paid and satisfied in
full and any commitment to extend credit that would constitute such Senior
Secured Obligations shall have been terminated, the Senior Representative shall
take all such actions in its power as shall reasonably be requested by the
Junior

       

      
        
           


        

        
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      Representative
(at the sole cost and expense of the Grantors) to transfer possession or control
of such Collateral or any such account (in each case to the extent the Junior
Representative has a Lien on such Collateral or account after giving effect to
any prior or concurrent releases of Liens) to the Junior
Representative.

       

      SECTION
3.02. Deposit Accounts.  The
Company and its subsidiaries, to the extent required by the Credit Agreement,
may from time to time have deposit accounts (the “Deposit
Accounts) with certain depositary banks in which collections from
Inventory and Accounts may be deposited.  To the extent that any such
Deposit Account is under the control of the Collateral Agent at any time, the
Collateral Agent will act as gratuitous bailee for the Trustee and the
Noteholder Collateral Agent for the purpose of perfecting the Liens of the
Noteholder Secured Parties in such Deposit Accounts and the cash and other
assets therein as provided in Section 3.01 (but will have no duty,
responsibility or obligation to the Noteholder Secured Parties (including,
without limitation, any duty, responsibility or obligation as to the maintenance
of such control, the effect of such arrangement or the establishment of such
perfection) except as set forth in the last sentence of this
Section).  Unless the Junior Liens on such Revolving Facility First
Lien Collateral shall have been or concurrently are released, after the
occurrence of the Revolving Facility First Lien Collateral Transition Date, the
Collateral Agent shall (a) to the extent that the same are then under the sole
dominion and control of the Collateral Agent and that such action is otherwise
within the power and authority of the Collateral Agent pursuant to the Revolving
Facility Documents, at the request of the Trustee, transfer control over all
cash and other assets in any such Deposit Account maintained with the Collateral
Agent to the Noteholder Collateral Agent (and each Grantor hereby authorizes and
consents to any such transfer) and (b) at the request of the Noteholder
Collateral Agent, cooperate with the Company and the Noteholder Collateral Agent
(at the expense of the Company) in permitting control of any other Deposit
Accounts to be transferred to the Noteholder Collateral Agent (or for other
arrangements with respect to each such Deposit Accounts satisfactory to the
Noteholder Collateral Agent to be made).

       

      SECTION
3.03. Rights under Permits and
Licenses.  The
Trustee agrees that if the Collateral Agent shall require rights available under
any permit or license controlled by the Trustee (as certified to the Trustee by
the Collateral Agent, upon which the Trustee may rely) in order to realize on
any Revolving Facility First Lien Collateral, the Trustee shall (subject to the
terms of the Indenture, including the Trustee’s rights to indemnification
thereunder) take all such actions as shall be available to it (at the sole
expense of the Grantors), consistent with applicable law and reasonably
requested by the Collateral Agent in writing, to make such rights available to
the Collateral Agent, subject to the Noteholder Liens.  The Collateral
Agent agrees that if the Trustee shall require rights available under any permit
or license controlled by the Collateral Agent (as certified to the Collateral
Agent by the Trustee, upon which the Collateral Agent may rely) in order to
realize on any Noteholder First Lien Collateral, the Collateral Agent shall take
all such actions as shall be available to it (at the sole expense of the
Grantors), consistent with applicable law and reasonably requested by the
Trustee in writing, to make such rights available to the Trustee, subject to the
Revolving Facility Liens.

       


      
        
           


        

        
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      ARTICLE
IV

       

      


       

      Existence and Amounts of
Liens and Obligations

       

      Whenever
a Representative shall be required, in connection with the exercise of its
rights or the performance of its obligations hereunder, to determine the
existence or amount of any Senior Secured Obligations (or the existence of any
commitment to extend credit that would constitute Senior Secured Obligations) or
Junior Secured Obligations, or the existence of any Lien securing any such
obligations, or the Collateral subject to any such Lien, it may request that
such information be furnished to it in writing by the other Representative and
shall be entitled to make such determination on the basis of the information so
furnished; provided,
however, that if a
Representative shall fail or refuse reasonably promptly to provide the requested
information, the requesting Representative shall be entitled to make any such
determination by such method as it may, in the exercise its good faith judgment,
determine, including by reliance upon a certificate of the
Company.  Each Representative may rely conclusively, and shall be
fully protected in so relying, on any determination made by it in accordance
with the provisions of the preceding sentence (or as otherwise directed by a
court of competent jurisdiction) and shall have no liability to the Company or
any of its subsidiaries, any Secured Party or any other person as a result of
such determination.

       

      ARTICLE
V

       

      


       

      Consent of
Grantors

       

      Each
Grantor hereby consents to the provisions of this Agreement and the
intercreditor arrangements provided for herein and agrees that the obligations
of the Grantors under the Security Documents will in no way be diminished or
otherwise affected by such provisions or arrangements (except as expressly
provided herein).

       

      ARTICLE
VI

       

      


       

      Representations and
Warranties

       

      SECTION
6.01. Representations and
Warranties of Each Party.  Each
party hereto represents and warrants to the other parties hereto as
follows:

       

      (a) Such
party is duly organized, validly existing and in good standing under the laws of
the jurisdiction of its organization and has all requisite power and authority
to enter into and perform its obligations under this Agreement.

       

      (b) This
Agreement has been duly executed and delivered by such party and constitutes a
legal, valid and binding obligation of such party, enforceable in accordance
with its terms.

       

      (c) The
execution, delivery and performance by such party of this Agreement (i) do not
require any consent or approval of, registration or filing with or any other
action by any governmental authority of which the failure to obtain
could

       


      
        
           


        

        
          -19-

          
            

          

        

        
           


        

      


      reasonably
be expected to have a Material Adverse Effect (as defined in the Credit
Agreement), (ii) will not violate any applicable law or regulation or any order
of any governmental authority or any indenture, agreement or other instrument
binding upon such party which could reasonably be expected to have a Material
Adverse Effect and (iii) will not violate the charter, by-laws or other
organizational documents of such party.

       

      SECTION
6.02. Representations and
Warranties of Each Representative.  Each
of the Trustee, the Noteholder Collateral Agent and the Collateral Agent
represents and warrants to the other parties hereto that it is authorized under
the Indenture and the Credit Agreement, respectively, to enter into this
Agreement.

       

      ARTICLE
VII

       

      


       

      Miscellaneous

       

      SECTION
7.01. Notices.  All
notices and other communications provided for herein shall be in writing and
shall be delivered by hand or overnight courier service, mailed by certified or
registered mail or sent by telecopy, as follows:

       

      (a) if to the
Collateral Agent, to it at General Electric Capital Corporation, 500 W. Monroe
Street, 16th Floor, Chicago, IL 60661, Attention of Account Manager Ply Gem
Industries;

       

      (b) if to the
Trustee or the Noteholder Collateral Agent, to it at U.S. Bank National
Association, 60 Livingston Avenue EP-MN-WS3C, St. Paul, MN 55107-22, Attention
of Corporate Trust Services (Telecopy No. (651) 495-8097);

       

      (c) if to
Holdings or the Company, to it at Ply Gem Industries, Inc., 5020 Weston Parkway,
Suite 400, Cary, NC 27513, Attention of Chief Financial Officer
& General Counsel; and

       

      (d) if to any
other Grantor, to it in care of the Company as provided in clause (c)
above.

       

      Any party
hereto may change its address or telecopy number for notices and other
communications hereunder by notice to the other parties hereto (and for this
purpose a notice to the Company shall be deemed to be a notice to each
Grantor).  All notices and other communications given to any party
hereto in accordance with the provisions of this Agreement shall be deemed to
have been given on the date of receipt (if a Business Day) and on the next
Business Day thereafter (in all other cases) if delivered by hand or overnight
courier service or sent by telecopy or on the date five Business Days after
dispatch by certified or registered mail if mailed, in each case delivered, sent
or mailed (properly addressed) to such party as provided in this Section 7.01 or
in accordance with the latest unrevoked direction from such party given in
accordance with this Section 7.01.  As agreed to in writing among the
Company, the Trustee, the Noteholder Collateral Agent and the Collateral Agent
from time to time, notices and other communications may also be delivered by
e-mail to the e-mail address of a representative of the applicable person
provided from time to time by such person.

       


      
        
           


        

        
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      SECTION
7.02. Waivers;
Amendment.  (a)  No
failure or delay on the part of any party hereto in exercising any right or
power hereunder shall operate as a waiver thereof, nor shall any single or
partial exercise of any such right or power, or any abandonment or
discontinuance of steps to enforce such a right or power, preclude any other or
further exercise thereof or the exercise of any other right or
power.  The rights and remedies of the parties hereto are cumulative
and are not exclusive of any rights or remedies that they would otherwise
have.  No waiver of any provision of this Agreement or consent to any
departure by any party therefrom shall in any event be effective unless the same
shall be permitted by paragraph (b) of this Section, and then such waiver or
consent shall be effective only in the specific instance and for the purpose for
which given.  No notice or demand on any party hereto in any case
shall entitle such party to any other or further notice or demand in similar or
other circumstances.

       

      (b) Neither
this Agreement nor any provision hereof may be terminated, waived, amended or
modified except pursuant to an agreement or agreements in writing entered into
by each Representative, Holdings and the Company; provided, however, that this Agreement
may be amended from time to time (x) as provided in Section 2.10 and (y) at the
sole request and expense of the Company, and without the consent of either
Representative, (i) (A) to add other parties (or any authorized agent thereof or
trustee therefor) holding Other Pari Passu Lien Obligations (as defined in the
Indenture) that are incurred in compliance with the Revolving Facility Documents
and the Noteholder Documents, (B) to establish that the Liens on any Noteholder
First Lien Collateral securing such Other Pari Passu Lien Obligations shall be
pari passu hereunder with the Liens on such Noteholder First Lien Collateral
securing the Noteholder Obligations and senior to the Liens on such Noteholder
First Lien Collateral securing any Revolving Facility Obligations, all on the
terms provided for herein immediately prior to such amendment and (C) to
establish that the Liens on any Revolving Facility First Lien Collateral
securing such Other Pari Passu Lien Obligations shall be pari passu hereunder
with the Liens on such Revolving Facility First Lien Collateral securing the
Noteholder Obligations and junior and subordinated to the Liens on such
Revolving Facility First Lien Collateral securing any Revolving Facility
Obligations, all on the terms provided for herein immediately prior to such
amendment, and (ii) (A) to add other parties (or any authorized agent thereof or
trustee therefor) holding Lenders Debt (as defined in the Indenture) that is
incurred in compliance with the Revolving Facility Documents and the Noteholder
Documents, (B) to establish that the Liens on any Revolving Facility First Lien
Collateral securing such Lenders Debt shall be pari passu hereunder with the
Liens on such Revolving Facility First Lien Collateral securing the Revolving
Facility Obligations and senior to the Liens on such Revolving Facility First
Lien Collateral securing any Noteholder Obligations, all on the terms provided
for herein immediately prior to such amendment and (C) to establish that the
Liens on any Noteholder First Lien Collateral securing such Lenders Debt shall
be pari passu hereunder with the Liens on such Noteholder First Lien Collateral
securing the Revolving Facility Obligations and junior and subordinated to the
Liens on such Noteholder First Lien Collateral securing any Noteholder
Obligations, all on the terms provided for herein immediately prior to such
amendment.  Any such additional party and each party hereto shall be
entitled to rely upon a certificate delivered by an officer of the Company
certifying that such Other Pari Passu Lien Obligations or Lenders Debt, as the
case may be, were issued or

       


      
        
           


        

        
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      borrowed
in compliance with the Revolving Facility Documents and the Noteholder
Documents.  Any amendment of this Agreement that is proposed to be
effected without the consent of a Representative as permitted by the proviso to
the preceding sentence shall be submitted to such Representative for its review
at least 5 Business Days prior to the proposed effectiveness of such
amendment.

       

      SECTION
7.03. Parties in
Interest.  This
Agreement shall be binding upon and inure to the benefit of the parties hereto
and their respective successors and assigns, as well as the other Noteholder
Secured Parties and Revolving Facility Secured Parties, all of whom are intended
to be bound by, and to be third party beneficiaries of, this
Agreement.

       

      SECTION
7.04. Survival of
Agreement.  All
covenants, agreements, representations and warranties made by any party in this
Agreement shall be considered to have been relied upon by the other parties
hereto and shall survive the execution and delivery of this
Agreement.

       

      SECTION
7.05. Counterparts.  This
Agreement may be executed in counterparts, each of which shall constitute an
original but all of which when taken together shall constitute a single
contract.  Delivery of an executed signature page to this Agreement by
facsimile transmission shall be as effective as delivery of a manually signed
counterpart of this Agreement.

       

      SECTION
7.06. Severability.  Any
provision of this Agreement held to be invalid, illegal or unenforceable in any
jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
such invalidity, illegality or unenforceability without affecting the validity,
legality and enforceability of the remaining provisions hereof; and the
invalidity of a particular provision in a particular jurisdiction shall not
invalidate such provision in any other jurisdiction.  The parties
shall endeavor in good-faith negotiations to replace the invalid, illegal or
unenforceable provisions with valid provisions the economic effect of which
comes as close as possible to that of the invalid, illegal or unenforceable
provisions.

       

      SECTION
7.07. Governing Law; Jurisdiction;
Consent to Service of Process.  (a)  This Agreement shall be construed in
accordance with and governed by the law of the State of New
York.

       

      (b) Each
party hereto hereby irrevocably and unconditionally submits, for itself and its
property, to the nonexclusive jurisdiction of the Supreme Court of the State of
New York sitting in New York County and of the United States District Court of
the Southern District of New York, and any appellate court from any thereof, in
any action or proceeding arising out of or relating to this Agreement, or for
recognition or enforcement of any judgment, and each of the parties hereto
hereby irrevocably and unconditionally agrees that all claims in respect of any
such action or proceeding may be heard and determined in such New York State or,
to the extent permitted by law, in such Federal court.  Each of the
parties hereto agrees that a final judgment in any such action or proceeding
shall be conclusive and may be enforced in other jurisdictions by suit on
the

       


      
        
           


        

        
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      judgment
or in any other manner provided by law.  Nothing in this Agreement
shall affect any right that any party hereto may otherwise have to bring any
action or proceeding relating to this Agreement in the courts of any
jurisdiction.

       

      (c) Each
party hereto hereby irrevocably and unconditionally waives, to the fullest
extent it may legally and effectively do so, any objection which it may now or
hereafter have to the laying of venue of any suit, action or proceeding arising
out of or relating to this Agreement in any court referred to in paragraph (b)
of this Section.  Each of the parties hereto hereby irrevocably
waives, to the fullest extent permitted by law, the defense of an inconvenient
forum to the maintenance of such action or proceeding in any such
court.

       

      (d) Each
party to this Agreement irrevocably consents to service of process in the manner
provided for notices in Section 7.01.  Nothing in this Agreement will
affect the right of any party to this Agreement to serve process in any other
manner permitted by law.

       

      SECTION
7.08. WAIVER OF JURY
TRIAL.  EACH
PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW,
ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR
INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT.  EACH PARTY
HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER
PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT,
IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B)
ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER
INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND
CERTIFICATIONS IN THIS SECTION.

       

      SECTION
7.09. Headings.  Article,
Section and Annex headings used herein are for convenience of reference only,
are not part of this Agreement and are not to affect the construction of, or to
be taken into consideration in interpreting, this Agreement.

       

      SECTION
7.10. Conflicts.  In
the event of any conflict or inconsistency between the provisions of this
Agreement and the provisions of any of the other Revolving Facility Documents
and/or Noteholder Documents, the provisions of this Agreement shall control;
provided, however, that if any of the
provisions of the Noteholder Security Documents limit, qualify or conflict with
the duties imposed by the provisions of the TIA, the TIA shall
control.

       

      SECTION
7.11. Provisions Solely to Define
Relative Rights.  The
provisions of this Agreement are and are intended solely for the purpose of
defining the relative rights of the Revolving Facility Secured Parties, on the
one hand, and the Noteholder Secured Parties, on the other hand.  None
of Holdings, the Company, any other Grantor or any other creditor thereof shall
have any rights or obligations hereunder,

       


      
        
           


        

        
          -23-

          
            

          

        

        
           


        

      


      except as
expressly provided in this Agreement (provided that nothing in this
Agreement (other than Sections 2.05, 2.06, 2.10, 2.11 or Article VII) is
intended to or will amend, waive or otherwise modify the provisions of the
Credit Agreement or the Indenture), and neither the Company nor any other
Grantor may rely on the terms hereof (other than Sections 2.05, 2.06, 2.10,
2.11, Article VI and Article VII).  Nothing in this Agreement is
intended to or shall impair the obligations of Holdings, the Company or any
other Grantor, which are absolute and unconditional, to pay the Obligations
under the Noteholder Documents and the Revolving Facility Documents as and when
the same shall become due and payable in accordance with their
terms.  Notwithstanding anything to the contrary herein, in any
Noteholder Document or any Revolving Facility Document, the Grantors shall not
be required to act or refrain from acting (a) pursuant to this Agreement or any
Noteholder Document with respect to any Revolving Facility First Lien Collateral
in any manner that would cause a default under any Revolving Facility Document,
or (b) pursuant to this Agreement or any Revolving Facility Document with
respect to any Noteholder First Lien Collateral in any manner that would cause a
default under any Noteholder Document.

       

      SECTION
7.12. Certain Terms Concerning
Trustee and Noteholder Collateral Agent.  Each of the Trustee
and Noteholder Collateral Agent is executing and delivering this Agreement
solely in its capacity as such and pursuant to direction set forth in the
Indenture; and in so doing, neither the Trustee nor the Noteholder Collateral
Agent shall be responsible for the terms or sufficiency of this Agreement for
any purpose. Neither the Trustee nor the Noteholder Collateral Agent shall have
any duties or obligations under or pursuant to this Agreement other than such
duties as may be expressly set forth in this Agreement as duties on its part to
be performed or observed.  In entering into this Agreement, or in
taking (or forbearing from) any action under or pursuant to the Agreement, each
of the Trustee and the Noteholder Collateral Agent shall have and be protected
by all of the rights, immunities, indemnities and other protections granted to
it under the Indenture (including without limitation Sections 7.01, 7.02, 7.07,
10.11 and 10.13 thereof) and, in the case of the Noteholder Collateral Agent,
the Noteholder Security Agreement.

       

      SECTION
7.13. Certain Terms Concerning
Collateral Agent and Noteholder Collateral Agent.  Neither the
Collateral Agent nor the Noteholder Collateral Agent shall have any liability or
responsibility for the actions or omissions of any other Secured Party, or for
any other Secured Party’s compliance with (or failure to comply with) the terms
of this Agreement.  Neither the Collateral Agent nor the Noteholder
Collateral Agent shall have individual liability to any Person if it shall
mistakenly pay over or distribute to any Secured Party (or the Company) any
amounts in violation of the terms of this Agreement, so long as the Collateral
Agent or Noteholder Collateral Agent, as the case may be, is acting in good
faith.

       

      [Remainder
of this page intentionally left blank]

       


      
        
           


        

        
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      IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed by their respective authorized officers as of the day and year first
above written.

       

      


      
        	
                GENERAL
      ELECTRIC CAPITAL CORPORATION, as Collateral Agent,

              
	
                by

              
	 
      	 
      
	 
      	
                Name:

              
	 
      	
                Title:

              


      

      


      


      
        	
                U.S.
      BANK NATIONAL ASSOCIATION, as Trustee and Noteholder Collateral
      Agent,

              
	
                by

              
	 
      	 
      
	 
      	
                Name:

              
	
                 
      

              	
                Title:

              


      

      


      


      


      


      Signature
page to the Lien Subordination and Intercreditor Agreement

       


      
        
           


        

        
          -25-

          
            

          

        

        
           


        

      


      


      
        	
                PLY
      GEM INDUSTRIES, INC.,

              
	
                by

              
	 
      	 
      
	 
      	
                Name:                      

              
	 
      	
                Title:

              


      

      


      
        	
                PLY
      GEM HOLDINGS, INC.,

              
	
                by

              
	 
      	 
      
	 
      	
                Name:

              
	 
      	
                Title:

              


      

      


      
        	
                EACH
      OF THE SUBSIDIARIES LISTED ON SCHEDULE I HERETO,

              
	
                by

              
	 
      	 
      
	 
      	
                Name:

              
	 
      	
                Title:

              


      

      


      


      Signature
page to the Lien Subordination and Intercreditor Agreement

       


      
        
           


        

        
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      Schedule
I to the

       

      Lien
Subordination and

       

      Intercreditor
Agreement

       

      Schedule
I to Lien Subordination and Intercreditor Agreement

       

      
        	
                Ply
      Gem Holdings, Inc.

              
	
                CWD
      Windows and Doors, Inc.

              
	
                Alcoa
      Home Exteriors, Inc.

              
	
                Alenco
      Building Products Management, L.L.C.

              
	
                Alenco
      Extrusion GA, L.L.C.

              
	
                Alenco
      Extrusion Management, L.L.C.

              
	
                Alenco
      Holding Corporation

              
	
                Alenco
      Interests, L.L.C.

              
	
                Alenco
      Trans, Inc.

              
	
                Alenco
      Window GA, L.L.C.

              
	
                Aluminum
      Scrap Recycle, L.L.C.

              
	
                AWC
      Arizona, Inc.

              
	
                AWC
      Holding Company

              
	
                Glazing
      Industries Management, L.L.C.

              
	
                Great
      Lakes Window, Inc.

              
	
                Kroy
      Building Products, Inc.

              
	
                MW
      Manufacturers Inc.

              
	
                MWM
      Holding, Inc.

              
	
                Napco,
      Inc.

              
	
                New
      Alenco Extrusion, Ltd.

              
	
                New
      Alenco Window, Ltd.

              
	
                New
      Glazing Industries, Ltd.

              
	
                Ply
      Gem Pacific Windows Corporation

              
	
                Variform,
      Inc.

              


      


      
        
           


        

        
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      ANNEX
I

       

      Provision for the Credit
Agreement and the Indenture

       

      Reference
is made to the Lien Subordination and Intercreditor Agreement dated as of June
9, 2008, among General Electric Capital Corporation, as collateral agent for the
Revolving Facility Secured Parties referred to therein; U.S. Bank National
Association, as Trustee and as Noteholder Collateral Agent; Ply Gem Industries,
Inc.; Ply Gem Holdings Inc.; and the other subsidiaries of Ply Gem Industries,
Inc. named therein (the “Intercreditor Agreement”).  Each [Lender
hereunder] [Holder, by its acceptance of a Note,] (a) consents to the
subordination of Liens provided for in the Intercreditor Agreement, (b) agrees
that it will be bound by and will take no actions contrary to the provisions of
the Intercreditor Agreement and (c) authorizes and instructs the [Collateral
Agent] [Trustee] to enter into the Intercreditor Agreement as [Collateral Agent]
[Trustee] and on behalf of such [Lender] [Holder].  The foregoing
provisions are intended as an inducement to the [lenders under the Credit
Agreement] [Holders] to [extend credit] [to acquire the Notes of the Company]
and such [lenders] [Holders] are intended third party beneficiaries of such
provisions and the provisions of the Intercreditor Agreement.

       

      Provision for Revolving
Facility Security Documents and Noteholder Security
Documents

       

      Reference
is made to the Lien Subordination and Intercreditor Agreement dated as of June
9, 2008, among General Electric Capital Corporation, as Collateral Agent for the
Revolving Facility Secured Parties referred to therein; U.S. Bank National
Association, as Trustee and as Noteholder Collateral Agent; Ply Gem Industries,
Inc.; Ply Gem Holdings Inc.; and the other subsidiaries of Ply Gem Industries,
Inc. named therein (the “Intercreditor Agreement”).  Notwithstanding
any other provision contained herein, this Agreement, the Liens created hereby
and the rights, remedies, duties and obligations provided for herein are subject
in all respects to the provisions of the Intercreditor Agreement and, to the
extent provided therein, the applicable Senior Secured Obligations Security
Documents (as defined in the Intercreditor Agreement).  In the event
of any conflict or inconsistency between the provisions of this Agreement and
the Intercreditor Agreement, the provisions of the Intercreditor Agreement shall
control.

       

      


      



      
        
           


        

        
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